---

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
  Washington, DC 20549

FORM 10-QSB

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended **June 30, 2006**

[]
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934

000-30087 Commission file number

AMG OIL LTD.(Exact name of Small Business Issuer as Specified in its Charter)

|State of Nevada                         | N/A                   
|--------------------------------------- | ----------------------
|(State or other jurisdiction            | (I.R.S. Employer      
|of Incorporation
      or Organization) | Identification Number)

2800-600 17th Street,South Denver, CO. 80202-5428
  (Address of Principal Executive Offices)

(303) 226-5889
  (Issuer's Telephone Number)

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
  for such shorter period that the registrant was required to file such reports),
  and (2) has been subject to such filing requirements for the past 90 days. Yes
  [ X ] No []

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No []

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date. Common stock, $.00001
  par value per share: 22,600,000 outstanding as of August 14, 2006.

Transitional Small Business Disclosure Format (check one): Yes
  []
  No [ X ]



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|AMG OIL LTD.                                
|--------------------------------------------
|                                            
|Quarterly Report On Form 10-QSB             
|                                            
|For The Quarterly Period Ended June 30, 2006
|                                            
|INDEX                                       

|PART I - FINANCIAL INFORMATION |                                                                  
|------------------------------ | -----------------------------------------------------------------
|Item 1.                        | Financial Statements                                             
|Item 2.                        | Managements Discussion and Analysis                             
|Item 3.                        | Controls and Procedures                                          
|                               |                                                                  
|PART II  OTHER INFORMATION    | 10                                                               
|Item 1.                        | Legal Proceedings                                                
|Item 2.                        | Unregistered Sales of Equity
      Securities and Use of Proceeds
|Item 3.                        | Defaults Upon Senior Securities                                  
|Item 4.                        | Submission of Matters to a vote of Securities Holders            
|Item 5.                        | Other Information                                                
|Item 6.                        | Exhibits                                                         
|                               |                                                                  
|SIGNATURES                     | 11                                                               

2

---

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited interim financial statements of AMG Oil
  Ltd. (the Company) are included in this Quarterly Report on Form
  10-QSB:

|                                                                                                              | Page
|------------------------------------------------------------------------------------------------------------- | ----
|Interim Balance Sheets as of June 30, 2006                                                                    | F-1 
|Interim Statements of Operations for the three and nine
      months ended June 30, 2006 and 2005             | F-2 
|Interim Statements of Changes in Stockholders Equity
      for the three and nine months ended June 30, 2006 | F-3 
|Interim Statements of Cash Flows for the three and nine
      months ended June 30, 2006 and 2005             | F-4 
|Notes to the Interim Financial Statements                                                                     | F-5 

3

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|AMG OIL LTD.                     
|---------------------------------
|(An Exploration Stage Enterprise)
|Interim Balance
      Sheets     

|                                                 |   | June 30,              |   |   | June 30,              |   |   | September 30, |  
|------------------------------------------------ | - | --------------------- | - | - | --------------------- | - | - | ------------- | -
|                                                 |   | 2006                  |   |   | 2005                  |   |   | 2005          |  
|                                                 |   | (Unaudited - Prepared |   |   | (Unaudited  Prepared |   |   | (Audited)     |  
|Assets                                           |   | by Management)        |   |   | by Management)        |   |   |               |  
|Current                                          |   |                       |   |   |                       |   |   |               |  
|Cash                                             | $ | 1,343,935             |   | $ | 15,314                |   | $ | 14,526        |  
|                                                 |   | 1,343,935             |   |   | 15,314                |   |   | 14,526        |  
|Property and equipment                           |   | -                     |   |   | 1,338                 |   |   | 1,234         |  
|Total
      Assets                               | $ | 1,343,935             |   | $ | 16,652                |   | $ | 15,760        |  
|Liabilities                                      |   |                       |   |   |                       |   |   |               |  
|Current                                          |   |                       |   |   |                       |   |   |               |  
|Accounts payable and accrued liabilities         | $ | 2,244                 |   | $ | -                     |   | $ | 5,622         |  
|Total
      Liabilities                          |   | 2,244                 |   |   | -                     |   |   | 5,622         |  
|Commitments and Contingencies                    |   |                       |   |   |                       |   |   |               |  
|Stockholders Equity                             |   |                       |   |   |                       |   |   |               |  
|Common stock, $0.00001 par value                 |   |                       |   |   |                       |   |   |               |  
|100,000,000 shares authorized                    |   |                       |   |   |                       |   |   |               |  
|Issued and outstanding at June 30,               |   |                       |   |   |                       |   |   |               |  
|2006: 22,600,000 shares                          |   |                       |   |   |                       |   |   |               |  
|2005: 16,600,000 shares                          |   | 226                   |   |   | 166                   |   |   | 166           |  
|Additional paid-in capital                       |   | 4,194,606             |   |   | 2,835,709             |   |   | 2,835,709     |  
|Deficit accumulated during the development stage |   | (2,853,141            | ) |   | (2,819,223            | ) |   | (2,825,737    | )
|Total
      Stockholders Equity                 |   | 1,341,691             |   |   | 16,652                |   |   | 10,138        |  
|Total Liabilities and Stockholders Equity       | $ | 1,343,935             |   | $ | 16,652                |   | $ | 15,760        |  

See accompanying notes to the interim financial statements

F-1

---

|AMG OIL LTD.                              
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Interim Statements of Operations          
|(Unaudited 
      Prepared by Management)

|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   | Cumulative      |  
|---------------------------------- | - | ------------ | - | - | ------------ | - | - | ----------- | - | - | ----------- | - | - | --------------- | -
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   | from Inception  |  
|                                   |   | Three Months |   |   | Three Months |   |   | Nine Months |   |   | Nine Months |   |   | on February 20, |  
|                                   |   | Ended        |   |   | Ended        |   |   | Ended       |   |   | Ended       |   |   | 1997 to         |  
|                                   |   | June 30,     |   |   | June 30,     |   |   | June 30,    |   |   | June 30,    |   |   | June 30,        |  
|                                   |   | 2006         |   |   | 2005         |   |   | 2006        |   |   | 2005        |   |   | 2006            |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Expenses                           |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|General and administrative         | $ | 21,380       |   | $ | 1,658        |   | $ | 44,926      |   | $ | 10,829      |   | $ | 860,521         |  
|Loss on sale of investments        |   | -            |   |   | -            |   |   | -           |   |   | 1,685       |   |   | 17,820          |  
|Write-down of investments          |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 234,780         |  
|Write-off of loan
      receivable |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 30,000          |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|                                   |   | (21,380      | ) |   | (1,658       | ) |   | (44,926     | ) |   | (12,514     | ) |   | (1,143,121      | )
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Other Income                       |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Interest income                    |   | 13,125       |   |   | 87           |   |   | 17,522      |   |   | 255         |   |   | 77,390          |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Loss from continuing               |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Operations                         |   | (8,255       | ) |   | (1,571       | ) |   | (27,404     | ) |   | (12,259     | ) |   | (1,065,731      | )
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Loss from discontinued             |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Operations                         |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (1,787,410      | )
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Net loss                           | $ | (8,255       | ) | $ | (1,571       | ) | $ | (27,404     | ) | $ | (12,259     | ) | $ | (2,853,141      | )
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Basic loss per share:              |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|From continuing                    |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|operations                         | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.00       | ) | $ | (0.00       | ) | $ | (0.05           | )
|Discontinued operations            |   | (0.00        | ) |   | (0.00        | ) |   | (0.00       | ) |   | (0.00       | ) |   | (0.08           | )
|                                   | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.00       | ) | $ | (0.00       | ) | $ | (0.13           | )
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Weighted average number            |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|of common shares                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|outstanding                        |   | 19,281,319   |   |   | 16,600,000   |   |   | 19,281,319  |   |   | 16,600,000  |   |   |                 |  

See accompanying notes to the interim financial statements

F-2

---

|AMG OIL LTD.                                 
|---------------------------------------------
|(An Exploration Stage Enterprise)            
|Statements of Changes in Stockholders Equity
|(Unaudited 
      Prepared by Management)   

|For the
      Nine Months Ended June 30, 2006 |  |              |  |   |         |  |   |             |  |   |               |   |  
|--------------------------------------------- |  | ------------ |  | - | ------- |  | - | ----------- |  | - | ------------- | - | -
|                                              |  |              |  |   |         |  |   |             |  |   |               |   |  
|                                              |  |              |  |   |         |  |   |             |  |   | Deficit       |   |  
|                                              |  |              |  |   |         |  |   |             |  |   | Accumulated   |   |  
|                                              |  |              |  |   |         |  |   | Additional  |  |   | During the    |   |  
|                                              |  | Common Stock |  |   | Paid-in |  |   | Development |  |   | Stockholders |  
|                                              |  | Shares       |  |   | Amount  |  |   | Capital     |  |   | Stage         |   |  
|                                              |  |              |  |   |         |  |   |             |  |   |               |   |  
|Balance at September 30,                      |  |              |  |   |         |  |   |             |  |   |               |   |  
|2005                                          |  | 16,600,000   |  | $ | 166     |  | $ | 2,835,709   |  | $ | (2,825,737    | ) | $
|                                              |  |              |  |   |         |  |   |             |  |   |               |   |  
|Additions during the period                   |  |              |  |   |         |  |   |             |  |   |               |   |  
|for cash                                      |  | 6,000,000    |  |   | 60      |  |   | 1,358,897   |  |   | -             |   |  
|Net loss during the period                    |  | -            |  |   | -       |  |   | -           |  |   | (27,404       | ) |  
|                                              |  |              |  |   |         |  |   |             |  |   |               |   |  
|Balance at June 30,                           |  |              |  |   |         |  |   |             |  |   |               |   |  
|2006                                          |  | 22,600,000   |  | $ | 226     |  | $ | 4,194,606   |  | $ | (2,853,141    | ) | $

See accompanying notes to the interim financial statements

F-3

---

|AMG OIL LTD.                              
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Statements of Cash Flows                  
|(Unaudited 
      Prepared by Management)

|                                          |   |              |   |   |              |   |   |             |   |   |             |   |   | Cumulative          |  
|----------------------------------------- | - | ------------ | - | - | ------------ | - | - | ----------- | - | - | ----------- | - | - | ------------------- | -
|                                          |   | Three Months |   |   | Three Months |   |   | Nine Months |   |   | Nine Months |   |   | from Inception      |  
|                                          |   | Ended        |   |   | Ended        |   |   | Ended       |   |   | Ended       |   |   | on February 20,     |  
|                                          |   | June 30,     |   |   | June 30,     |   |   | June 30,    |   |   | June 30,    |   |   | 1997 to             |  
|                                          |   | 2006         |   |   | 2005         |   |   | 2006        |   |   | 2005        |   |   | June
      30, 2006 |  
|Operating Activities                      |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Net loss from continuing operations       | $ | (8,255       | ) | $ | (3,256       | ) | $ | (27,404     | ) | $ | (12,259     | ) | $ | (1,065,731          | )
|Adjustments to reconcile net loss to      |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|cash used in operating activities:        |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Depreciation                              |   | -            |   |   | 104          |   |   | 1,234       |   |   | 311         |   |   | 5,889               |  
|Net compensation expense from             |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|stock options                             |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 184,875             |  
|Loss on sale of investments               |   | -            |   |   | 1,685        |   |   | -           |   |   | 1,685       |   |   | 17,820              |  
|Write-down of investments                 |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 234,780             |  
|Write-off of loan receivable              |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 30,000              |  
|Changes in non-cash working capital:      |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Accounts payable and accrued              |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|liabilities                               |   | (3,378       | ) |   | -            |   |   | (3,378      | ) |   | (5,000      | ) |   | 3,191               |  
|Due to related parties                    |   | (21,228      | ) |   | -            |   |   | -           |   |   | (1,138      | ) |   | (23,181             | )
|Net cash used in                          |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|continuing operations                     |   | (32,861      | ) |   | (1,467       | ) |   | (29,548     | ) |   | (16,401     | ) |   | (612,357            | )
|Net cash provided by discontinued         |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|operations                                |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 60,405              |  
|Net cash used in                          |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|operating activities                      |   | (32,861      | ) |   | (1,467       | ) |   | (29,548     | ) |   | (16,401     | ) |   | (551,952            | )
|Financing Activities                      |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Common shares issued for cash             |   | -            |   |   | -            |   |   | 1,358,957   |   |   | -           |   |   | 4,039,957           |  
|Common shares re-purchased with           |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|cash                                      |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (30,000             | )
|Net cash provided by                      |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|financing activities                      |   | -            |   |   | -            |   |   | 1,358,957   |   |   | -           |   |   | 4,009,957           |  
|Investing Activities                      |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Loan receivable                           |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (30,000             | )
|Purchase of investments                   |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (324,856            | )
|Proceeds from sale of investments         |   | -            |   |   | 9,308        |   |   | -           |   |   | 9,308       |   |   | 82,256              |  
|Oil and gas exploration expenditures      |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (1,835,581          | )
|Purchase of property and equipment        |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (5,889              | )
|Net cash provided by (used in)            |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|investing activities                      |   | -            |   |   | 9,308        |   |   | -           |   |   | 9,308       |   |   | (2,114,070          | )
|Net increase (decrease) in cash           |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|during the period                         |   | (32,861      | ) |   | 7,841        |   |   | 1,329,409   |   |   | (7,093      | ) |   | 1,343,935           |  
|Cash position -
      Beginning of period |   | 1,376,796    |   |   | 7,473        |   |   | 14,526      |   |   | 22,407      |   |   | -                   |  
|Cash position - End of period             | $ | 1,343,935    |   | $ | 15,314       |   | $ | 1,343,935   |   | $ | 15,314      |   | $ | 1,343,935           |  
|Supplemental disclosure of net-cash       |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|discontinued operations:                  |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Net loss from discontinued operations     | $ | -            |   | $ | -            |   | $ | -           |   | $ | -           |   | $ | (1,787,410          | )
|Gain on forgiveness of debt               |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 22,234              |  
|Write-off of oil and gas interest         |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 1,832,520           |  
|Gain on sale of oil and gas interest      |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (6,939              | )
|Net cash used in discontinued
      items |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 60,405              |  
|Supplemental disclosure of non-cash       |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Purchase of investments                   | $ | -            |   | $ | -            |   | $ | -           |   | $ | -           |   | $ | (10,000             | )

See accompanying notes to the interim financial statements

F-4

---

|AMG OIL LTD.                              
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to the Interim Financial Statements 
|(unaudited 
      Prepared by Management)

|For the Nine
      Months Ended June 30, 2006 and 2005
|------------------------------------------------------

NOTE 1 - NATURE OF OPERATIONS AND CONTINGENCIES

The Companys business focus is the acquisition of an interest
in a suitable resource based asset. The operations of the Companys subsidiary
for the exploration of New Zealand oil and gas properties was discontinued
during the 2003 fiscal year based on managements decision that the subsidiary
had limited prospects, at that time, for developing profitable operations.

These financial statements have been prepared in accordance
with generally accepted accounting principles in the United States on a going
concern basis, which contemplates the realization of assets and the liquidation
of liabilities in the ordinary course of business. They do not include any
adjustments to the recoverability and classification of recorded assets amounts
and liabilities that might be necessary should the Company be unable to continue
as a going concern. The Company has incurred recurring operating losses and has
an accumulated deficit of $2,853,141. These factors, among others, raise
substantial doubt about the Companys ability to be able to continue as a going
concern. The future of the Company and the realization of its asset values will
depend upon the Companys ability to obtain adequate financing, acquire a
suitable resource based asset and maintain continuing support from shareholders
and creditors to attain profitable operations.

The Company is a development stage enterprise and is required
to identify that these financial statements are those of an exploration stage
enterprise in accordance with paragraph 12 of Statement of Financial Accounting
Standards No. 7 and is focusing on acquiring suitable resource based assets.

NOTE 2 - ACCOUNTING PRINCIPLES AND USE OF ESTIMATES

The accompanying unaudited interim financial statements of AMG
Oil Ltd. have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form 10-QSB
as prescribed by the Securities and Exchange Commission. This form 10-QSB should
be read in conjunction with the Companys September 30, 2005 Form 10-KSB. All
material adjustments which, in the opinion of management, are necessary for a
fair presentation of the results for the interim periods have been reflected.
The results of the nine months ended June 30, 2006 are not necessarily
indicative of the results to be expected for the full year.

NOTE 3 - COMMON STOCK

Authorized and Issued Share Capital

The authorized share capital of the Company is 100,000,000
shares of common stock with a par value of $0.00001 per share.

|                                      |  | Number     |  |   | Stated    | 
|------------------------------------- |  | ---------- |  | - | --------- | 
|Issued and fully paid:                |  | of Shares  |  |   | Value     | 
|Balance at September 30, 2005         |  | 16,600,000 |  | $ | 2,835,875 | 
|Private placement, net of issue costs |  | 6,000,000  |  |   | 1,358,957 | 
|Balance at June 30, 2006              |  | 22,600,000 |  | $ | 4,194,832 | 

F-5

---

On February 28, 2006 the Company completed a private placement
financing of 6,000,000 units (each a Unit) at a price of US$0.25 per Unit for
gross proceeds of $1.5 million. Each Unit consists of one share of common stock
(a Unit Share) and one share purchase warrant (a Warrant), and each Warrant
entitles the holder thereof to acquire an additional share of common stock (a
Warrant Share) at a price of US$0.50 for a period of 24 months subject to an
accelerated expiry provision whereby the warrants will expire 30 days after a
registration statement has been declared effective by the United States
Securities Exchange Commission (SEC) and the Companys shares have traded at
or above $1.00 for 20 consecutive days. Each Unit also includes a Right to
receive an additional 0.10 of one Unit if a Registration Statement is not
declared effective by the SEC on or before August 27, 2006. As part of the
private placement the Companys agent earned a commission and was granted a two
year option to purchase 360,000 Units of the Company, exercisable at $0.25 per
share.

Share Purchase Warrants

At June 30, 2006, the following share purchase warrants are
outstanding:

|Number    |   | Price           |  |  | Expiry            | 
|--------- | - | --------------- |  |  | ----------------- | 
|Of Shares |   | per
      Share |  |  | Date              | 
|6,000,000 | $ | 0.50            |  |  | February 28, 2008 | 

Stock Options

At June 30, 2006, the following stock options are
outstanding:

|Number    |   | Price           |  |  | Expiry            | 
|--------- | - | --------------- |  |  | ----------------- | 
|Of Shares |   | per
      Share |  |  | Date              | 
|360,000   | $ | 0.25            |  |  | February 28, 2008 | 

Rights

At June 30, 2006, the following rights are outstanding:

|Number   |  | Grant           | 
|-------- |  | --------------- | 
|of Units |  | Date            | 
|600,000  |  | August 27, 2006 | 

Each outstanding Right allows for one common share and one
warrant exercisable at $0.50 until expiry on February 28, 2008.

Refer to Note 4

NOTE 4  RELATED PARTY TRANSACTIONS

Three directors participated in the private placement financing
completed on February 28, 2006, acquiring a total of 80,000 units at a price of
$0.25 per unit.

NOTE 5  LOSS PER SHARE

Loss per share is calculated using the weighted-average number
  of commons shares outstanding during the period. Diluted loss per share is not
  presented, as it is anti-dilutive.

F-6

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|ITEM 2. MANAGEMENTS DISCUSSION &
      ANALYSIS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|The following discussion of our
      financial condition, changes in financial condition and results of
      operations for the nine months ended June 30, 2006 should be read in
      conjunction with our unaudited consolidated interim financial statements
      and related notes for the nine months ended June 30, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Forward Looking Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Certain information in this report
      including statements made in "Management's Discussion and Analysis",
      "Description of Business" and elsewhere contain "forward-looking
      statements". All statements other than statements of historical fact are
      "forward-looking statements", including any projections of earnings,
      revenues or other financial items, any statements of the plans and
      objectives of management for future operations, any statements concerning
      proposed new products or services, any statements regarding future
      economic conditions or performance, and any statements of assumptions
      underlying any of the foregoing. In some cases, forward-looking statements
      can be identified by the use of terminology such as "may," "will,"
      "expects," "plans," "anticipates," "estimates," "potential," or
      "continue," or the negative thereof or other comparable terminology.
      Although AMG Oil believes that the expectations reflected in its
      forward-looking statements are reasonable, it can give no assurance that
      such expectations or any of its forward-looking statements will prove to
      be correct, and actual results could differ materially from those
      projected or assumed in these forward-looking statements.
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Forward-looking statements include but are not
      limited to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

- AMG Oil's ability to implement successfully its operating strategy;
- Future financial performance as estimated in AMG Oil's financial projections;
- AMG Oil's forecasts of market demand; and,
- Highly competitive market conditions.

This list of categories of forward-looking statements should
not be construed as exhaustive. AMG Oil will not update or revise any
forward-looking statements.

The following discussion contains forward-looking statements
that involve risks, uncertainties and assumptions. Our actual results may differ
materially from those anticipated in these forward-looking statements as a
result of many factors, including, but not limited to, those set forth under
Risk Factors in our annual report on Form 10-KSB for the year ended September
30, 2005, elsewhere in that report and in this quarterly report.

Going Concern

Our financial statements have been prepared in accordance with
  generally accepted accounting principles in the United States on a going concern
  basis, which contemplates the realization of assets and the liquidation of liabilities
  in the ordinary course of business. They do not include any adjustments to the
  recoverability and classification of recorded assets amounts and liabilities
  that might be necessary should we be unable to continue as a going concern.
  We have incurred recurring operating losses and have an

4

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accumulated deficit of $2,853,141. These factors, among others, raise substantial doubt about our ability to be able to continue as a going concern. The future of our company will depend upon our ability to obtain adequate financing, acquire a
suitable resource based asset and maintain continuing support from shareholders and creditors to attain profitable operations.

Description of Business

Overview

The Registrant was previously engaged in the acquisition and exploration of resource properties, but has been inactive since 2003. Currently, the Registrants only asset is cash. Accordingly, the Registrant is a shell company within
the meaning assigned that term in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act).

The Registrant is administered through its corporate office located at 600 17th Street, Suite 2800, South Denver, CO, USA 80202-5428. The Registrants telephone number is (303) 226-5889.

Corporate History

The Registrant was incorporated on February 20, 1997 under the name "Trans New Zealand Oil Company" by filing its Articles of Incorporation with the Secretary of State of Nevada. The Registrant changed its name to AMG Oil Ltd. on July 27, 1998. The
Registrant's fiscal year end is September 30.

From 1999 to 2003, the Registrant was modestly active in seeking suitable oil and gas properties for exploration and development in New Zealand. It withdrew from the New Zealand exploration permit during the 2003 fiscal year, and assigned its
interest to the other participants in the permit.

On February 1, 2006, the British Columbia Securities Commission granted the Registrants application to be designated as a reporting issuer under the Securities Act (British Columbia). Accordingly, the Registrant and its insiders are now
subject to the continuous disclosure requirements under the securities laws of the Province of British Columbia, Canada.

Current Status

The Registrant does not receive any revenue from its discontinued oil & gas operations in New Zealand and has no significant assets, tangible or intangible other than cash. The Registrant has no history of earnings and there is no assurance that
the business of the Registrant will be profitable. As at the end of the quarter ended June 30, 2006, the Registrant has an accumulated deficit of $2,853,141 which includes a loss of $27,404 for the nine month period ending June 30, 2006 and
the Registrant is expected to continue incurring operating losses and accumulating deficits in future periods. The Registrant has no significant future obligations.

We currently have ongoing obligations with respect to our
  corporate operations and we expect to have sufficient capital required to continue
  our ongoing activities over the next twelve months.

5

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There can be no assurance that we will earn revenue, operate profitably or provide a return on investment to our security holders. We now propose to derive all of our revenue from the intended acquisition of suitable resource based assets.

Employees and Consultants

The Registrant has no employees, with the exception of our sole executive officer, Mr. Michael Hart, and has not retained the services of any consultants.

The Registrant is in the start-up stage and none of the Registrants executive officers have employment agreements with the Registrant.

Administration Contract

The Registrant receives corporate services from DLJ Management Corp. (DLJ), a subsidiary of Trans-Orient Petroleum Corp, based on an oral agreement. The services consist of shareholder relations and communications, administrative and
accounting support. DLJ Management Corp bills monthly for its services on a cost-recovery basis, billing the Registrant and other companies for costs already incurred with no mark-up or other such charges, for items such as labor, rent, office
costs, and employee benefits. During the nine months ended June 30, 2006, the Company incurred $6,140 (2005: $5,620) of mainly general and administrative costs through DLJ. This amount represents costs incurred by DLJ on behalf of the
Company.

Change of Control

Pursuant to an agreement made November 16, 2005, Robert Pollock, a Toronto, Ontario businessman, acquired control of the Registrant through the purchase of 8,600,000 shares of the Registrants common stock at a price of $0.01 per share.
This transaction was disclosed in the Registrants current report on Form 8-K, filed on December 1, 2005.

The purchase and sale of these shares for $86,000 was completed on November 29, 2005. These shares, at the date of completion, represented 51.9% of the outstanding shares of the Registrant.  The seller of these shares was the previous majority
shareholder, Trans-Orient Petroleum Ltd., which sold 7,305,500 million of these shares and one other seller, who sold 1,294,500 shares. Trans-Orient is a corporation whose common stock is registered under section 12(g) of the Exchange Act, and is
controlled by Mr. Peter C. Loretto, its President, who is a businessman residing in Vancouver, British Columbia, Canada.

Trans-Orient sold its controlling shares in the Registrant because they represented an investment in a superfluous inactive affiliate.  Mr. Pollock purchased the 8,600,000 shares with personal funds and has advised that he has acquired control of
the Registrant with a view to endeavoring to reactivating its oil and gas exploration although there can be no assurance he will be successful at doing so. At this time, the Registrant has not committed to any financing or property acquisition
transactions although it is currently seeking capital and prospects.

By agreement with Mr. Pollock, the current directors of the
  Registrant have agreed to resign from the Board of the Registrant on request
  of Mr. Pollock but may resign of their own volition at any time.

6

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Results of Operations

The Company has incurred losses to date of $2,853,141 which
includes a net loss for the third quarter of the 2006 fiscal year $8,255 (nine
months: $27,404) versus a third quarter loss of $1,571 (nine months: $12,259)
last year.

The Companys loss of $27,404 for the nine months ended June
30, 2006 consisted of general and administrative costs (G&A) of $44,926 as
detailed below with a portion of these costs being offset by interest income
being received by the Company amounting to $17,522.

Summary of Quarterly Results

|             |  | Three      |   |  | Three     |   |  | Three    |   |  | Three     |   |  | Three    |   |  | Three     |   |  | Three    |   |  | Three    |  
|------------ |  | ---------- | - |  | --------- | - |  | -------- | - |  | --------- | - |  | -------- | - |  | --------- | - |  | -------- | - |  | -------- | -
|             |  | Month      |   |  | Month     |   |  | Month    |   |  | Month     |   |  | Month    |   |  | Month     |   |  | Month    |   |  | Month    |  
|             |  | Period     |   |  | Period    |   |  | Period   |   |  | Period    |   |  | Period   |   |  | Period    |   |  | Period   |   |  | Period   |  
|             |  | Ended June |   |  | Ended     |   |  | Ended    |   |  | Ended     |   |  | Ended    |   |  | Ended     |   |  | Ended    |   |  | Ended    |  
|             |  | 30, 2006   |   |  | March 31, |   |  | December |   |  | Sept. 30, |   |  | June 30, |   |  | March 31, |   |  | December |   |  | Sept 30, |  
|             |  | $          |   |  | 2006      |   |  | 31, 2005 |   |  | 2005      |   |  | 2005     |   |  | 2005      |   |  | 31, 2004 |   |  | 2004     |  
|             |  |            |   |  | $         |   |  | $        |   |  | $         |   |  | $        |   |  | $         |   |  | $        |   |  | **$**    |  
|Total        |  |            |   |  |           |   |  |          |   |  |           |   |  |          |   |  |           |   |  |          |   |  |          |  
|Revenue      |  | -          |   |  | -         |   |  | -        |   |  | -         |   |  | -        |   |  | -         |   |  | -        |   |  | -        |  
|G&A          |  |            |   |  |           |   |  |          |   |  |           |   |  |          |   |  |           |   |  |          |   |  |          |  
|             |  | (21,380    | ) |  | (21,712   | ) |  | (1,834   | ) |  | (6,619    | ) |  | (1,658   | ) |  | (3,146    | ) |  | (6,025   | ) |  | (10,352  | )
|Loss on      |  |            |   |  |           |   |  |          |   |  |           |   |  |          |   |  |           |   |  |          |   |  |          |  
|sale of      |  |            |   |  |           |   |  |          |   |  |           |   |  |          |   |  |           |   |  |          |   |  |          |  
|investments  |  | -          |   |  | -         |   |  | -        |   |  | -         |   |  | (1,685   | ) |  | -         |   |  | -        |   |  | -        |  
|Write-off of |  |            |   |  |           |   |  |          |   |  |           |   |  |          |   |  |           |   |  |          |   |  |          |  
|loan         |  |            |   |  |           |   |  |          |   |  |           |   |  |          |   |  |           |   |  |          |   |  |          |  
|receivable   |  | -          |   |  | -         |   |  | -        |   |  | -         |   |  | -        |   |  | -         |   |  | -        |   |  | (30,000  | )
|Interest     |  |            |   |  |           |   |  |          |   |  |           |   |  |          |   |  |           |   |  |          |   |  |          |  
|Income       |  | 13,125     |   |  | 4,296     |   |  | 101      |   |  | 105       |   |  | 87       |   |  | 77        |   |  | 91       |   |  | 78       |  
|Net income   |  |            |   |  |           |   |  |          |   |  |           |   |  |          |   |  |           |   |  |          |   |  |          |  
|(loss) for   |  |            |   |  |           |   |  |          |   |  |           |   |  |          |   |  |           |   |  |          |   |  |          |  
|the period   |  | (8,255     | ) |  | (17,416   | ) |  | (1,733   | ) |  | (6,514    | ) |  | (3,256   | ) |  | (3,069    | ) |  | (5,934   | ) |  | (40,274  | )
|Basic and    |  |            |   |  |           |   |  |          |   |  |           |   |  |          |   |  |           |   |  |          |   |  |          |  
|Diluted      |  |            |   |  |           |   |  |          |   |  |           |   |  |          |   |  |           |   |  |          |   |  |          |  
|income       |  | 0.00       |   |  | 0.00      |   |  | 0.00     |   |  | 0.00      |   |  | 0.00     |   |  | 0.00      |   |  | 0.00     |   |  | 0.00     |  
|(loss) per   |  |            |   |  |           |   |  |          |   |  |           |   |  |          |   |  |           |   |  |          |   |  |          |  
|share        |  |            |   |  |           |   |  |          |   |  |           |   |  |          |   |  |           |   |  |          |   |  |          |  

In the periods where net losses are incurred, stock options and
  share purchase warrants outstanding were not included in the computation of
  diluted loss per share as the inclusion of such securities would be antidilutive.

The Company has not had any discontinued operations or
extraordinary items in the past two years, therefore has not shown the impacts
of these on the net loss and basic/diluted loss per share.

A comparative summary of the Companys G&A costs over the
nine month period ending June 30, 2006 is as follows:

|                                         |   | 3 months ended
      June 30, |  |   | 9 months ended June 30, | 
|---------------------------------------- | - | ----------------------------- |  | - | ----------------------- | 
|                                         |   | 2006                          |  |   | 2005                    | 
|Filing, listing and transfer
      agent | $ | 788                           |  | $ | 885                     | 
|Consulting                               |   | -                             |  |   | -                       | 
|Office and Administration                |   | 7,417                         |  |   | 548                     | 
|Professional fees                        |   | 13,175                        |  |   | 225                     | 
|                                         | $ | 21,380                        |  | $ | 1,658                   | 

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Capital Expenditures

The Company has no material commitments for capital expenditure at June 30, 2006 or as of the date of this filing.

Liquidity and Capital Resources

On February 28, 2006 the Company completed a financing of 6,000,000 units (each a Unit) at a price of US$0.25 per Unit for gross proceeds of $1.5 million. Net proceeds of this financing will be used for working capital and to
enhance the Companys ability to acquire a suitable interest in a resource based asset.

On February 8, 2006, the Company filed a notice of a proposed unregistered offering of securities on Form 8-K pursuant to Rule 135c under the Securities Act of 1933, as amended.  As described in the notice, the private placement consisted of up to
5,000,000 Units at a price of US$0.25 per Unit for maximum gross proceeds of US$1.25 million. Each Unit consisted of one common share and one two-year share purchase warrant, exercisable at a price of US$0.50 per share, subject to
accelerated expiry provisions should the shares of the Company trade over US$1.00 for 20 consecutive days, after a registration statement relating to the resale of certain of the securities issued in the offering has been declared effective by
the Securities and Exchange Commission and at least four months has elapsed from the closing date of the financing. The Companys agent will sell the Units on a best efforts basis, will be entitled to a commission, and has been granted a two
year option to acquire up to 6% of the aggregate number of Units issued and sold under the offering, exercisable at a price of US$0.25 per share. On February 10, 2006, the Companys board of directors resolved to increase the maximum
offering to 6,000,000 units.

The securities were offered on a prospectus-exempt basis in certain provinces of Canada and elsewhere where permitted by applicable law. The Company, as part of the financing, agreed to prepare and file a registration statement with the US
Securities Exchange Commission in connection with these securities and will provide a 10% upwards adjustment in the number of securities issued if the registration statement is not effective by August 27, 2006.

The securities have not been registered under the Securities Act of 1933, as amended, or under any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration
requirements.

As at the date of this report, the Company has concluded that
  it will not be filing a registration statement prior to August 27, 2006 and
  will therefore adjust the number of securities of the above offering upwards
  by 600,000 shares through the issuance of shares from treasury. In addition
  the 360,000 compensation options granted to the Companys agent at the
  time of the offering will be increased by 36,000 options. Each compensation
  option entitles the holder to acquire from the Company, one Unit consisting
  of one share and one share purchase warrant at anytime until expiry on February
  28, 2008 on payment of $0.25 per Unit, subject to accelerated expiry should
  the Companies shares trade equal to or greater than $1.00 for 20 consecutive
  days. Each warrant entitles the holder to purchase one common share at a price
  of $0.50 per share until expiry on February 28, 2008.

8

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The authorized share capital of the Company is 100,000,000 shares of common stock with a par value of $0.00001 per share.  At June 30, 2006, there were 22,600,000 shares (June 30, 2005: 16,600,000) issued and outstanding. After the adjustment
described above the Company will have 23,200,000 shares issued and outstanding, along with 396,000 compensation options.

At June 30, 2006 our current assets totaled $1,343,935 compared to $14,526 at the beginning of the fiscal year. Our current assets for both periods consisted entirely of cash. Our current liabilities at June 30, 2006 were $2,244
(September 30, 2005: $5,622). Cash on hand is currently our only source of liquidity and at the date of this report we feel that we have sufficient working capital on hand to operate for the next twelve months. We do not have any lending
arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.

Off-Balance Sheet Arrangements and Proposed Transactions

The Company does not have any off-balance sheet arrangements.

Transactions with Related Parties

There were no transactions with related parties during the nine months ended June 30, 2006, other than certain directors of the Company participating in the financing completed on February 28, 2006. Please refer to Note 4 of the accompanying
interim financial statements.

Accounting Pronouncements Recently Issued

There have been no accounting pronouncements recently issued that have had an affect on the Company.

Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2006, being the date of our most recently completed
fiscal quarter. This evaluation was carried out under the supervision and with the participation of our principal executive officer and principal financial officer. Based upon that evaluation, our principal executive officer and principal financial
officer concluded that as of the period covered by this report, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting on a timely basis, information required to be disclosed by us in reports that
we file or submit with under the Exchange Act.

Disclosure controls and procedures include, without limitation,
  controls and procedures designed to ensure that information required to be disclosed
  in our reports filed under the Exchange Act is accumulated and communicated
  to management, including our principal executive officer and our principal financial
  officer, to allow timely decisions regarding required disclosure.

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During our most recently completed fiscal quarter ended June
30, 2006 there were no changes in our internal control over financial reporting
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, a registrants principal
executive and principal financial officers, or persons performing similar
functions, and effected by such registrants board of directors, management and
other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:

|(a) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(b) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(c) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrants assets that could have a material effect on the financial
      statements.                                                                                                                                              

PART II OTHER INFORMATION

Legal Proceedings

None.

Unregistered Sales of Equity Securities and Use of
Proceeds

None.

Defaults Upon Senior Securities

None.

Submissions of Matters to a Vote of Security Holders

No matters were submitted to our security holders for a vote
during the nine months ended June 30, 2006.

Exhibits and Reports on Form 8-K

(a) Exhibits

|Exhibit No. | Description of Exhibit                                   
|----------- | ---------------------------------------------------------
|3.1         | Articles of Incorporation, as filed February 20, 1997 (1)
|3.2         | Bylaws (1)                                               

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|3.3  | Articles of Amendment to the Articles of Incorporation,
      as filed on July 27, 1998 (1)                                                                                    
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                
|31.1 | Certification of Principal
      Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated
      under the Securities and Exchange Act of 1934, as amended. (2)
|     |                                                                                                                                                                                
|31.2 | Certification of Principal
      Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated
      under the Securities and Exchange Act of 1934, as amended. (2)
|     |                                                                                                                                                                                
|32.1 | Certification pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 (Principal Executive Officer) (2)           
|     |                                                                                                                                                                                
|32.2 | Certification pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 (Principal Financial Officer) (2)           

|(1) | Incorporated herein by reference from our Form 10-SB
      registration statement and all amendments thereto filed with the
      Securities and Exchange Commission, and amendments thereto, SEC file No.
      000-30087.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                            
|(2) | Filed as an exhibit to this Quarterly Report on Form
      10-QSB.                                                                                                                                                         
|    |                                                                                                                                                                                                                            
|(b) | Reports on Form 8-K filed during the quarter.                                                                                                                                                                              

On March 2, 2006, we filed a current report on Form 8-K
disclosing the completion of the private placement offering of 6,000,000 units
as described above.

On March 22, 2006, we filed a current report on Form 8-K
disclosing the departure of Mr. Douglas Lynes as a Director of the Company and
that he had been replaced by Mr. John Campbell.

Additional information relating to the Company is available on
www.sedar.comand www.sec.gov.

SIGNATURES

In accordance with the
requirements of the Exchange Act, the Registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on this 11th day of
August, 2006.

|                      | AMG OIL LTD.
|--------------------- | ------------
|                      | (Registrant)
|Date: August 14, 2006 | BY:         
|                      |             
|                      |             
|Date: August 14, 2006 |             
|                      |             

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